Orgenesis Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






  
  

	DRAFT FOR NEGOTIATION PURPOSES ONLY- 

05JUNE2018	CONFIDENTIAL


 

COLLABORATION AND LICENSE AGREEMENT 

  

_______

This Collaboration and License Agreement (this “Agreement”) is entered into as of      8th of JUNE      , 2018 (“Effective Date”), by and between Mircod Limited., a company duly registered under the laws of         Cyprus       having an address at      Nikodimou Milona 28, Limassol 3095       (“Mircod”) and Orgenesis, Inc, having an address at 20271 Goldenrod Lane, Germantown, Md, 20876, USA (“ORGS”). 

(Mircod and ORGS may be individually referred to as a “Party” and collectively as the “Parties”) 

WHEREAS, Mircod is engaged in development of Hardware and Software IoT related solutions; and 

WHEREAS, ORGS is a company engaged in the development of innovative therapeutic products; and 

WHEREAS, the Parties wish to collaborate in the adaptation of the Mircod Background Technology (as defined below) for use for biological related development and manufacturing purposes and to meet the specifications set forth in Exhibit A attached hereto, all in accordance with the development plan to be agreed upon in writing by the Parties within forty five (45) days following the Effective Date and once so agreed, to be attached as Exhibit B hereto as (the “Development Plan” and the “Project”, respectively); and

 WHEREAS, following the completion of the Project, ORGS will be granted an exclusive, worldwide sublicensable license to use and commercialize the Project Results and the Products (as defined below) all subject to and in accordance with the terms and conditions of this Agreement. 

NOW THEREFORE IT IS AGREED BETWEEN THE PARTIES AS FOLLOWS:

	1. 	Definitions

	 	 	 
	 	 	Terms defined in this Section 1 and elsewhere, parenthetically, in this Agreement, shall have the same meaning throughout this Agreement. Defined terms may be used in the singular or in the plural.

	 	 	 
		1.1. 	“Affiliate” shall mean, as to either Party, any corporation which controls, is controlled by, or is under common control with, such Party; A corporation shall be deemed to control another corporation if it owns, directly or indirectly, more than 50% (fifty percent) of the voting shares, or has the power to elect more than half of the directors, of such other corporation;

	 	 	 
		1.2. 	“Mircod Background Patents” shall mean all patent applications or applications for certificates of inventions owned or controlled by Mircod, covering Mircod Background Technology and all patents or certificates of invention which may be granted thereon; as well as all continuations, continuations-in-part, patents of addition, divisions,
      renewals, reissues and extensions (including any patent term extension) of
      any of the foregoing patents. The existing patent application(s) that form
    part of the Mircod Background Patents are listed in Exhibit C, attached hereto as related to the project ;





 





	 	1.3. 	
      “Mircod Background Technology” any and all
      existing inventions, patent applications, patents, know-how and other
      intellectual property rights owned or licensed by Mircod relating to
      Hardware and Software IoT technologies as related to the
project.

	 	 	 
	 	1.4. 	
      “Net Sales” shall mean the total amount actually
      received by ORGS and/or its Affiliates in connection with the sale, of a
      Product after deduction of: (i) sales taxes to the extent applicable to
      such sale and included in the invoice in respect of such sale; (ii)
      credits or allowances, if any, actually granted on account of price
      adjustments, recalls, rejections or returns of a Product previously sold;
      (iii) freight and insurance charges to the extent such items are
      applicable to such sale and are separately itemized on invoices; and (iv)
      bad debts (as determined in accordance with relevant GAAP rules) deriving
      from Net Sales in respect of which payments were made by ORGS to Mircod
      pursuant to Section 4.3 hereunder.

	 	 	 
	 	1.5. 	
      “Products” means any biological system or device
      incorporating Project Results.

	 	 	 
	 	1.6. 	
      “Project Budget” shall mean the budget for the
      Project to be paid by ORGS to Mircod, in the amounts as set forth in the
      Development Plan;

	 	 	 
	 	1.7. 	
      “Project Results” shall mean any and all
      inventions, patents or patent application, products, materials, compounds,
      formulas, substances, methods, processes, techniques, know-how, data,
      information and/or other results, including, any improvements on and/or
      modifications to the Mircod Background Technology, developed, by Mircod,
      and/or anyone on its behalf and/or ORGS its Affiliates and/or anyone on
      their behalf , alone or together with others, in the course of and arising
      from the performance of the Project, including any regulatory filing
      filed, or approval obtained, as well as any information, material,
      results, devices and know-how arising therefrom.

	 	 	 
	 	1.8. 	
      “ORGS Background Technology” any and
      all existing inventions, patent applications, patents, know-how and other
      intellectual property rights owned or licensed by ORGS and/or any of its
      Affiliates.

	 	 	 
	 	1.9. 	
      “ORGS Background Patents” all patent
      applications or applications for certificates of inventions owned or
      controlled by ORGS and/or any of its Affiliates, covering ORGS Background
      Technology and all patents or certificates of invention which may be
      granted thereon; as well as all continuations, continuations-in-part,
      patents of addition, divisions, renewals, reissues and extensions
      (including any patent term extension) of any of the foregoing
    patents.

	 	 	 
	 	1.10. 	
      “Resulting Patents” shall mean all patent
      applications or applications for certificates of invention describing or
      covering any Project Results and all patents or certificates of invention
      which may be granted thereon; as well as all improvements, continuations,
      continuations-in-part, patents of addition, divisions, renewals, reissues
      and extensions (including any patent term extension) of any of the foregoing
patents, but excluding: (a) patents that have been invalidated or cancelled
pursuant to the final (i.e., unappealed or unappealable) judgment of a
competent court; and (b) patent applications that have been withdrawn or have
expired, in each case such exclusion to be effective only from the date of such
invalidation, cancellation, withdrawal or expiry, as the case may be.






      -2- 




	2. 	
      The Project and the Project
  Results

	 	 	 
		2.1. 	
      Each Party agrees to use commercially reasonable efforts
      to perform its respective responsibilities and to allocate sufficient
      resources to complete the relevant Project obligations in accordance with
      the Development Plan to be approved and signed by both Parties within
      forty five (45) days following the Effective Date. Each of the Parties
      shall perform its respective obligations under this Agreement and/or the
      Development Plan in accordance with all applicable laws, regulations and
      standards.

	 	 	 
		2.2. 	
      Either Party may subcontract any portion of the
      obligations under this Agreement and/or a Development Planto an Affiliate
      thereof, provided that such Party shall remain responsible for the
      performance or non-performance of its obligations under this Agreement
      and/or the Development Plan and shall keep each the other informed with
      respect to any subcontractors engaged hereby in the implementation of the
      Development Plan.

	 	 	 
		2.3. 	
      The Parties shall establish a Joint Project Team
      ("JPT") promptly after the Effective Date. The JPT shall coordinate
      all applicable activities relating to the Project. Each Party shall
      appoint representatives who are employees of such Party to the JPT and the
      JPT shall consist of an equal number of representatives of each Party as
      are reasonably necessary to accomplish the goals of the JPT hereunder. The
      number of representatives may change from time to time. One such
      representative from each Party shall be designated as that Party's
      "Project Team Leader" to act as the primary JPT point of contact (POC) for
      that Party. Each Party may replace any or all of its representatives with
      other employees of such Party at any time. Any member of the JPT may
      designate a substitute employee of such Party to attend and perform the
      functions of that member at any meeting of the JPT. The JPT will meet in
      person or by conference call on a regular basis, not less than one (1)
      time per month and/or upon the written request of either Party.

	 	 	 
		2.4. 	
      Any changes to the Development Plan shall be subject to
      the written consent of both Parties.

	 	 	 
		2.5. 	
      Subject to and in consideration for performing its
      obligations with respect to the Project, ORGS undertakes to pay Mircod the
      amounts set forth in the Project Budget in US Dollars in separate payments
      per stage of the Project as set forth in the Development Plan and the
      Project Budget. All payment shall be made against invoices to be issued by
      Mircod in accordance to the payment schedule set forth in the Project
      Budget. All undisputed invoices shall be paid within thirty (30) days of
  receipt by ORGS of the applicable invoice.






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	 	2.6. 	
      Mircod hereby grants ORGS and its Affiliates a royalty
      free non-exclusive license under the MIRCOD Background Technology and any
      Mircod

	 	 	 
	 		
      Background Patents to the extent required to carry out
      ORGS’ respective tasks under the Project.

	 	 	 
	 	2.7. 	
      ORGS hereby grants Mircod and its Affiliates a royalty
      free non-exclusive license under the ORGS Background Technology and any
      ORGS

	 	 	 
	 		
      Background Patents to the extent required to carry out
      Mircod’s respective tasks under the Project.

	 	 	 
	 	2.8. 	
      The estimated Budget for the Project is __________ US
      Dollars ($___________ ) per month for a period of ________________ months.
      The final Budget shall be finalized and shall be agreed upon by the
      parties as part of the Development Plan.

	 	 	 
	 		
      Subject to Mircod carrying out is tasks under the
      Development Plan, ORGS shall pay Mircod such amounts to be set forth in
      the Budget in accordance with the payment terms set forth
  therein.

	 	 	 
	 	2.9. 	
      Within seven (7) days following the signing of this
      Agreement, ORGS will pay Mircod an advance payment in the amount of Fifty
      Thousand US Dollars (US$50,000) on account of amounts payable to Mircod in
      accordance with the Budget.

	 	 	 
	 	2.10. 	
      Any payment due to Mircod hereunder shall be inclusive of
      any and all taxes other tan VAT to the extent apllcable. ORGS may deduct
      withholding tax (if any) as prescribed by applicable law from any payments
      due to Mircod hereunder unless Mircod provides ORGS with evidence of any
      exemption from the payment of such withholding
tax.





	3. 	
      Intellectual Property

	 	 	 
		3.1. 	
      Subject to the licenses to be granted to ORGS under
      Sections 2.6 above and 0 below, all rights and interests in and to the
      Mircod Background Technology and Mircod Background Patents shall remain
      the exclusive property of Mircod.

	 	 	 
		3.2. 	
      , All rights and interests in and to the ORGS Background
      Technology and ORGS Background Patents shall remain the sole property of
      ORGS.

	 	 	 
			
      All rights and interests in and to the Project Results
      and Resulting Patnets shall be jointly owend by the Parties in eqal
      shares

	 	 	 
	4. 	
      Grant of License; Royalties

	 	 	 
		4.1. 	
      Mircod hereby grants to ORGS and/or its Affiliates: (i)
      an exclusive (including with respect to MIRCOD), worldwide sublicensable
      license to use and commercialize Mircos’d rights in the Project Results
      and any Resulting Patents to sell, have sold, use, have used and otherwise
      commercialize the Products; and (ii) a nonexclusive worldwide
      sublicensable license under the Mircod Background Technology
  and/or Mircod Background Patents to the extent required, to use
      [and commercialize] the Project Results and/or any Resulting Patents to
      develop, have developed, make, have made, sell, have sold, use, have used,
      import, have imported, and otherwise commercialize the Products
  (collectively the “License”).






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		4.2. 	
      With Mircod’s reasonable consent, ORGS may grant
      sublicenses under the License, throughis made by written agreement, the
      provisions of which are consistent with the terms of this Agreement.
      including the payment of Royalties on the sublicensee’s Net
  Sales.

	 	 	 
		4.3. 	
      In consideration for the grant of the License, ORGS shall
      pay Mircod, royalties of 5 % (five percent) on Net Sales arising from the
      sale of Products (“Royalties”).

	 	 	 
		4.4. 	
      ORGS shall submit to Mircod, no later than 30 (thirty)
      days after the end of each calendar quarter, commencing with the first
      calendar quarter in which any Net Sales are generated, a detailed report,
      setting out all amounts owing to Mircod in respect of such previous
      calendar quarter to which the report refers, and with full details of: (i)
      the sales made by the ORGS, including a breakdown of Net Sales according
      to currency of sales, dates of invoices, number and type of Product sold;
      and (ii) deductions applicable, as provided in the definition of “Net
      Sales. The foregoing reports submitted by ORGS shall be deemed
      Confidential Information (as defined below) of ORGS and shall be subject
      to the provisions of Section 8 below.

	 	 	 
		4.5. 	
      ORGS shall keep complete, accurate and correct books of
      account and records consistent with sound business and accounting
      principles and practices and in such form and in such details as to enable
      the determination of the amounts due to Mircod in accordance with the
      terms hereof. ORGS shall retain the foregoing books of account for 3
      (three) years after the end of each calendar year during the period of
      this Agreement, and, if this Agreement is terminated for any reason
      whatsoever, for 3 (three) years after the end of the calendar year in
      which such termination becomes effective.

	 	 	 
		4.6. 	
      Mircod, at its own expense, shall be entitled, no more
      than once during any calendar year, to appoint representatives to inspect
      during normal business hours and to make copies of ORGS’s books of
      account, records and other documentation (including technical data and lab
      books) to the extent relevant or necessary for the ascertainment or
      verification of the amounts due to it under this Section 0, provided
      however that Mircod shall coordinate such inspection with ORGS in advance.
      In the event that any inspection as aforesaid reveals any underpayment by
      ORGS to Mircod in respect of any year of the Agreement in an amount
      exceeding 5% (five percent) of the amount paid by ORGS to Mircod in
      respect of such year then ORGS shall (in addition to paying Mircod the
      shortfall), bear the costs of such inspection. The foregoing books of
      account, records and other documentation (including technical data and lab
      books) of ORGS shall be deemed Confidential Information of ORGS and shall
      be subject to the provisions of Section 8 below.

	 	 	 
	5. 	
      Manufacturing and Supply Agreement;
    JV

	 	 	 
		5.1. 	
      Upon and subject to successful completion of the Project,
      the Parties shall negotiate in good faith and agree on the terms of a
      manufacturing and supply agreement between Mircod and ORGS and/or its
      Affiliates (“Manufacturing and Supply Agreement”), under which
      Mircod shall manufacture and supply the Products to ORGS and/or its
      Affiliates and, at ORGS’ and/or its Affiliates’ request, to provide
      support and maintenance services for the Products, including for purposes
      of ORGS and/or its Affiliates providing Contract Development and
      Manufacturing services. The Manufacturing and Supply Agreement shall also
      include provisions under which, Mircod shall, at ORGS’ and/or its
      Affiliates’ request, provide additional services to incorporate any
      updates to and/or improvements on the Mircod Background Technology which
      may be developed by or on behalf of Mircod, into the Products.






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	 	5.2. 	
      In no event shall Mircod and/or its Affiliates be
      entitled to develop and/or manufacture the Products and/or otherwise make
      use of the Project Results and/or Resulting Patents, directly or
      indirectly, for any purpose other than manufacturing and supplying
      Products to ORGS and/or its Affiliates pursuant to such Manufacturing and
      Supply Agreement.

	 	 	 	 
	 	5.3. 	
      In the event that the Parties fail to enter into
      Manufacturing and Supply Agreement, despite good faith negotiation, within
      ninety (90) days following completion of the Project, and/or in the event
      that Mircod is unable to manufacture and/or supply the Products to ORGS
      and/or its Affiliates and/or provide support and maintenance service for
      the Products, then:

	 	 	 	 
	 		5.3.1. 	
      ORGS and/or its Affiliates shall pay Mircod a onetime
      amount of Eighty Thousand US Dollars ($80,000) + VAT to the extent
      applicable; the scope of the License granted under Section 4.1 above shall
      be expanded so that ORGS and/or its Affiliates shall also have the
      worldwide exclusive right and sublicensable license, to develop, have
      developed, manufacture, have manufactured, make and/or have made, service,
      have serviced the Products; and

	 	 	 	 
	 		5.3.2. 	
      the Royalties to be paid to Mircod under Section 4.3
      above shall increase to eight percent (8 %) on Net Sales arising from the
      sale of Products. In addition to any payments, if any due to Mircod under
      any future Support Agreement, if any).

	 	 	 	 
	 	5.4. 	
      At any time, during the term of this Agreement, ORGS
      shall have the option, at its sole discretion, to transfer and require
      Mircod to transfer the Project and/or the rights and licenses granted
      hereunder by Mircod to ORGS, to a Joint Venture company which to be
      established by the Parties in Canada under the name of Mircod Biotech, or
      any other name agreed upon in writing by the Parties (“JV Entity”), for
      purposes of carrying out the Project and/or commercializing the
      Products.

	 	 	 	 
	 		
      The relative shareholdings of each Party in the JV Entity
      will be based on the following participating interests of each Party
      (“Participating Interest”): ORGS - 50% and Mircod or its Affiliate
      - 50%.






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	6. 	
      Patent Prosecution

	 	 	 	 
		6.1. 	
      Mircod shall, at its own cost and expense, in
      consultation with ORGS, administer and control all patent activities
      (including the filing, recording, prosecution and/or maintenance of patent
      applications and patents) with respect to the Mircod Background Patents,
      subject to the provisions of this Section 6 below.

	 	 	 	 
		6.2. 	
      Mircod shall deliver to ORGS, within a reasonable time,
      copies of all: (i) draft and final patent office filings and other
      submissions with respect to Mircod Background Patents; and (ii)
      correspondence between Mircod or Mircod's patent counsel and any competent
      authority (where such Mircod Background Patents may be filed, maintained
      or made) relating to the prosecution and/or maintenance of such Mircod
      Background Patents, and provide ORGS with a reasonable opportunity to
      review and discuss with Mircod prosecution strategy and to consult with
      Mircod on the content of patent filings with respect to such Mircod
      Background Patents. At least sixty (60) days prior to any date prescribed
      by the relevant patent office or by applicable law for the taking of
      action with respect to the prosecution and/or maintenance of such Mircod
      Background Patents, Mircod or its patent counsel shall provide written
      notice to ORGS of: (a) such date; (b) whether or not Mircod intends to
      take such action; and (c) if so, what action Mircod intends to take.
      Mircod hereby agrees to irrevocably instruct its patent counsel to comply
      with the preceding sentence. In the event Mircod declines to pursue the
      filing, prosecution or maintenance of any such Mircod Background Patent,
      Mircod shall provide reasonable prior written notice to ORGS of its
      intention to cease such pursuit (which notice shall, in any event, be
      given no later than 60 (sixty) days prior to the next deadline for any
      action that may be taken with respect to such Mircod Background Patent
      with the applicable patent office), and ORGS may, at its own expense,
      control and administer the filing, prosecution, or maintenance of such
      Mircod Background Patent.

	 	 	 	 
		6.3. 	
      ORGS shall, at its own cost and expense, in consultation
      with Mircod, administer and control all patent activities (including the
      filing, recording, prosecution and/or maintenance of patent applications
      and patents) with respect to the Resulting Patents, subject to the
      provisions of this Section 6 below.

	 	 	 	 
		6.4. 	
      ORGS shall deliver to Mircod, within a reasonable time,
      copies of all: (i) draft and final patent office filings and other
      submissions with respect to Resulting Patents; and (ii) correspondence
      between ORGS or ORGS' patent counsel and any competent authority (where
      such Resulting Patents may be filed, maintained or made) relating to the
      prosecution and/or maintenance of such Resulting Patents, and provide
      Mircod with a reasonable opportunity to review and discuss with ORGS
      prosecution strategy and to consult with ORGS on the content of patent
      filings with respect to such Resulting Patents. At least sixty (60) days
      prior to any date prescribed by the relevant patent office or by
      applicable law for the taking of action with respect to the prosecution
      and/or maintenance of such Resulting Patents, ORGS or
its patent counsel shall provide written notice to Mircod of:
      (a) such date; (b) whether or not ORGS intends to take such action; and
      (c) if so, what action ORGS intends to take. ORGS hereby agrees to
      irrevocably instruct its patent counsel to comply with the preceding
      sentence. In the event ORGS declines to pursue the filing, prosecution or
      maintenance of any such Resulting Patent, Mircod shall provide reasonable
      prior written notice to Mircod of its intention to cease such pursuit
      (which notice shall, in any event, be given no later than 60 (sixty) days
      prior to the next deadline for any action that may be taken with respect
      to such Resulting Patent with the applicable patent office), and Mircod
      may, at its own expense, control and administer the filing, prosecution,
  or maintenance of such Resulting Patent.






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	 	6.5. 	
      Mircod warrants that to the best of its knowledge, the
      exploitation of the Mircod Background Technology and/or Mircod Background
      Patents will not infringe on and/or misappropriate the rights of any third
      party.





	7. 	
      Patent Enforcement

	 	 	 
		7.1. 	
      ORGS shall have the first right in its own name and at
      its own expense to initiate any legal action and enforce the Resulting
      Patents against any infringement thereof. Before ORGS commences an action
      with respect to any infringement, ORGS shall consider the views of Mircod
      in making its decision whether or not to initiate any legal action. Mircod
      shall cooperate with ORGS and/or its representatives, in connection with
      the investigation, prosecution or defense of any such infringement action
      against a third party, at ORGS’s expense, and, if required under
      applicable law, Mircod shall consent to be named a party to any such
      action.

	 	 	 
		7.2. 	
      Any proceeds received by ORGS in any litigation as
      referred to in Section 7.1 above, shall first be applied to cover out of
      pocket costs and thereafter shall be owned by ORGS.

	 	 	 
		7.3. 	
      If ORGS fails to take action to defend any action as
      aforesaid, within 60 (sixty) days after having been duly served with such
      lawsuit and/or receiving notice from Mircod in respect thereof (or within
      a shorter period, if required to preserve the legal rights of Mircod under
      applicable law), then Mircod shall have the right (but not the obligation)
      to take such action at its expense and ORGS shall cooperate in the
      investigation and defense of such action, at Mircod's expense and, if
      required under applicable law or contract, consent to be named as a party
      to any such action. Mircod shall have full control of such action and
      shall have full authority to settle such action on such terms as Mircod
      shall determine. Any recovery in any such litigation shall be for the
      account of Mircod only.




	8. 	
      Confidentiality

	 	 	 
		8.1. 	
      As used in this Agreement, "Confidential Information"
      means nonpublic information, data and/or materials that may be disclosed
      by or on behalf of one Party (the "Disclosing Party") to the other Party
      (the "Receiving Party") in connection with this Agreement, in whatever
      form, provided that such information is clearly marked as confidential.
      Information disclosed other than in written or other tangible form will be
      deemed Confidential Information only if the Disclosing Party provides the
      Receiving Party with a written statement within thirty (30) days of the
      initial disclosure that identifies which portion of such information is to
      be deemed Confidential Information. Notwithstanding the forgoing, the
      failure to mark or identify information as confidential shall not shall
      not prevent its being treated as Confidential Information if it is
      reasonably clear that such information is commercially sensitive
      information. The Receiving Party agrees (i) to use such Confidential
      Information of the Disclosing Party solely for performing its obligations
      and/or exercising it rights under this Agreement; and (ii) except as
      otherwise expressly permitted herein, to not disclose such Confidential
      Information of the Disclosing Party to any Third Party without prior
      written permission. Notwithstanding the forgoing, all information or data
      relating to the Project Results and/or Resulting Patents shall be
      considered as Confidential Information of both Parties, provided however,
      that Project Results and/or Resulting Patents may be used and/or disclosed
      by ORGS and/or its Affiliates in connection with commercialization of the
      Project Results and/or Products and/or otherwise in exercising the License
      and by Mircod – in connection with supply and/or manufacturing of the
  Products.






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      The foregoing confidentiality obligations do not pertain
      to any Confidential Information that a Receiving Party establishes: (i)
      was known to the Receiving Party without restriction prior to receipt from
      the Disclosing Party; (ii) is now or becomes public knowledge, other than
      through acts or omissions of the Receiving Party and/or anyone on its
      behalf in breach of this Agreement; (iii) is disclosed at any time without
      restriction to the Receiving Party by a third party with a lawful right to
      disclose such information; (iv) was independently developed by or on
      behalf of the Receiving Party, outside the scope of this Agreement,
      without use of and/or reference to the Confidential Information of the
      Disclosing Party; or (v) is disclosed by the Receiving Party to comply
      with any applicable law, court order or governmental regulation, only to
      the minimum extent required to comply with such law, order, or regulation,
      provided that the Receiving Party shall, to the extent permissible,
      provide prior notice of such required to the Disclosing Party.

	 	 	 
	 	8.2. 	
      Without limiting the Parties' obligations, the Parties
      shall hold in confidence and not disclose the terms and conditions of this
      Agreement Notwithstanding the foregoing, a Party may disclose the
      existence and terms and condition of this Agreement and material
      developments hereunder (i) to the extent required to comply with
      applicable law (including but not limited to securities laws and
      regulations) or the listing requirements of a securities exchange,
      provided that such Party use reasonable efforts to seek and obtain
      confidential treatment as permitted under such applicable laws and listing
      requirements and/or (ii) to bona fide potential investors, acquirers,
      merger partners, collaborators or licensees, or to professional advisors
      (e.g. attorneys, accountants and prospective investment bankers) involved
      in such activities, for the limited purpose of evaluating such investment,
      transaction, or license and under appropriate conditions of
      confidentiality, only to the extent necessary and with the agreement by
      those permitted individuals to maintain such information in strict
      confidence

	 	 	 
	 	8.3. 	
      Each Party shall be entitled to disclose Confidential
      Information of the other Party to its Affiliates and to their respective officers,
      employees, consultants provided that they have a need to know such
      Confidential Information and are bound by confidentiality and non-sue
      obligations no less protective of the Disclosing Party`s rights as those
      under this Agreement.






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		8.4. 	
      Upon the termination of this Agreement or, if earlier,
      upon the written request by Disclosing Party at any time, Receiving Party
      shall promptly (within 14 (fourteen) days) return or destroy (at the
      direction of Disclosing Party) all Confidential Information to Disclosing
      Party and all documents or media containing any such Confidential
      Information, retaining only one copy for archival purposes only.
      Notwithstanding the foregoing, it is agreed that Receiving Party shall not
      be required to destroy any computer files created during automatic system
      back up which are subsequently stored securely by Receiving
  Party.

	 	 	 
		8.5. 	
      Notwithstanding the provisions of this Section 8 above,
      ORGS shall not be prevented from mentioning the name of Mircod, and/or any
      employee of Mircod or from disclosing any information if, and to the
      extent that, such mention or disclosure is to competent authorities for
      the purposes of obtaining approval or permission for the exercise of the
      License, or in the fulfillment of any legal duty owed to any competent
      authority (including a duty to make regulatory filings.

	 	 	 
	9. 	
      Assignment

	 	 	 
		
      ORGS shall have the right assign to a third party its
      rights and obligations under this Agreement, subject to the delivery to
      Mircod, at least 3 (three) business days prior to the consummation of such
      assignment of: (i) from the assignee, a written undertaking, to be bound
      by the terms of this Agreement and to perform all obligations of ORGS
      hereunder; and (ii) from ORGS, a written confirmation, that ORGS is not in
      breach of any of its obligations under this Agreement. In the case of such
      an Assignment, ORGS shall remain responsible in relation to Mircod for the
      performance or non-performance by the third party of ORGS' obligations
      under this Agreement and/or the Development Plan.

	 	 	 
	10. 	
      Indemnification; Limitation of
    Liability

	 	 	 
		10.1. 	
      Indemnification by ORGS. ORGS shall indemnify, defend and
      hold Mircod and its employees, officers, directors and agents (each a
      “Mircod Indemnitee”) harmless from and against any and all actions,
      judgments, settlements, liabilities, damages, penalties, fines, losses,
      costs and expenses (including reasonable attorneys’ fees and expenses) to
      the extent arising out of any third party claim, demand, action or other
      proceeding (each, a “Claim”) to the extent arising out of or
      resulting from (a) the commercialization (including testing, handling,
      storage, transportation, sale or use or other disposition) of the Products
      by or on behalf of ORGS or its Affiliates or Sublicensees (except is such
      activities are carried out by Mircod and/or any of its Affiliates); (b)
      ORGS’s, its Affiliates and/or Sublicensees’ use or practice of the Mircod
      Background Technology, Mircod Background Patents, Project Results,
      Resulting Patents; (c) breach by ORGS of any of its representations,
      warranties, covenants or obligations set forth in
this Agreement; (d) a ORGS Indemnitee’s or any of ORGS’s
      Affiliates, or Sublicensees’ gross negligence, recklessness or willful
      misconduct; provided however, that ORGS’s obligations pursuant to this
      Section 10.1shall not apply to the extent such Claims arise out of or
      result from Mircod’s breach of this Agreement or the negligence,
      recklessness or willful misconduct of any Mircod Indemnitee and/or
      otherwise due to a cause which gives rise to indemnification by Mircod
  under Section 10.2 below.






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	 	10.2. 	
      Indemnification by Mircod. Mircod shall indemnify, defend
      and hold ORGS and its Affiliates and each of their respective agents,
      employees, officers and directors (each a “ORGS Indemnitee”)
      harmless from and against any and all Claims to the extent arising out of
      or resulting from (a) the development or manufacture (including testing,
      handling, storage, transportation, use or other disposition) of any
      Product by or on behalf of Mircod or its Affiliates or licensees; (b) use
      or practice of the Mircod Background Technology, Mircod Background
      Patents, Project Results, Resulting Patents infringe on and/or
      misappropriate any third party’s intellectual property; (c) breach by
      Mircod of any of its representations, warranties, covenants or obligations
      set forth in this Agreement, or (d) a

	 	 	 	 
	 		
      Mircod Indemnitee’s gross negligence, recklessness or
      willful misconduct; provided, however, that Mircod’s obligations pursuant
      to this Section 10.2 shall not apply to the extent such Claims arise out
      of or result from ORGS’s breach of this Agreement or the negligence,
      recklessness or willful misconduct of any ORGS Indemnitee.

	 	 	 	 
	 	10.3. 	
      Procedure.

	 	 	 	 
	 		10.3.1. 	
      The Party or other person intending to claim
      indemnification under this Section 10 (an “Indemnified Party”)
      shall promptly notify the other Party (the “Indemnifying Party”) of
      any Claim in respect of which the Indemnified Party intends to claim such
      indemnification (provided, that no delay or deficiency on the part of the
      Indemnified Party in so notifying the Indemnifying Party shall relieve the
      Indemnifying Party of any liability or obligation under this Agreement
      except to the extent the Indemnifying Party has suffered actual prejudice
      directly caused by the delay or other deficiency), and the Indemnifying
      Party shall have the right to assume full control over the defense and
      settlement thereof provided, however, that an Indemnified Party shall have
      the right to retain its own counsel and to participate in the defense
      thereof, with the fees and expenses to be paid by the Indemnified Party
      unless the Indemnifying Party does not assume the defense.

	 	 	 	 
	 		10.3.2. 	
      If the Indemnifying Party shall fail to timely assume the
      defense of and reasonably defend such Claim, the Indemnified Party shall
      have the right to retain or assume control of such defense and the
      Indemnifying Party shall pay (as incurred and on demand) the fees and
      expenses of counsel retained by the Indemnified Party.

	 	 	 	 
	 		10.3.3. 	
      The Indemnifying Party shall not be liable for the
      indemnification of any Claim settled (or resolved by consent to the entry
      of judgment) without the written consent of the Indemnifying Party. The
      Indemnifying Party shall obtain the prior written
consent (which shall not be unreasonably withheld or delayed) of
      the Indemnified Party before entering into any settlement of (or resolving
      by consent to the entry of judgment upon) such Claim unless (i) there is
      no finding or admission of any violation of law or any violation of the
      rights of any person by an Indemnified Party, no requirement that the
      Indemnified Party admit negligence, fault or culpability, and no adverse
      effect on any other claims that may be made by or against the Indemnified
      Party and (ii) the sole relief provided is monetary damages that are paid
      in full by the Indemnifying Party and such settlement does not require the
  Indemnified Party to take (or refrain from taking) any action.






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			10.3.4. 	
      The Indemnified Party, and its employees and agents,
      shall cooperate fully with the Indemnifying Party and its legal
      representatives in the investigations of any Claim. Regardless of who
      controls the defense, each Party hereto shall reasonably cooperate in the
      defense as may be requested.

	 	 	 	 
		10.4. 	
      Limitation of Liability. In no event shall either Party
      or its Affiliates be liable to the other Party for any punitive, exemplary
      or consequential damages arising out of a breach of this Agreement,
      provided that, notwithstanding anything to the contrary, the foregoing
      shall not be construed to limit the indemnity obligations set forth in
      Sections 10.1 and 10.2or either Party’s liability for a breach of Section
      8.

	 	 	 	 
		10.5. 	
      The provisions of this Section 10 shall survive the
      termination of this Agreement for whatsoever reason.

	 	 	 	 
	11. 	
      Term and Termination

	 	 	 	 
		11.1. 	
      The term of this Agreement shall commence when this
      Agreement is signed by both Parties (the “Effective Date”) and,
      unless terminated as provided in this Section 11, shall continue in full
      force and effect thereafter.

	 	 	 	 
		11.2. 	
      Without derogating from the Parties' rights hereunder or
      by law to any other or additional remedy or relief, it is agreed that
      either Party may terminate this Agreement and the License hereunder by
      serving a written notice to that effect on the other upon or
  after:

	 	 	 	 
			11.2.1. 	
      the commitment of a material breach hereof by the other
      Party, which material breach cannot be cured or, if curable, which has not
      been cured by the Party in breach within thirty (thirty) days after
      receipt of a written notice from the other Party in respect of such
      breach, or

	 	 	 	 
			11.2.2. 	
      the granting of a winding-up order in respect of the
      other Party, or upon an order being granted against the other Party for
      the appointment of a receiver, or if such other Party passes a resolution
      for its voluntary winding-up, or if a temporary or permanent liquidator or
      receiver is appointed in respect of such other party, or if a temporary or
      permanent attachment order is granted on such other party's assets, or a
      substantial portion thereof, or if such other Party shall seek protection
      under any laws or regulations, the effect of which is to suspend or impair
      the rights of any or all of its creditors, or to impose a moratorium on
      such creditors; provided that in the case that any such order
or act is initiated by any third party, the right of termination shall apply
only if such order or act as aforesaid is not cancelled within 60 (sixty) days
of the grant of such order or the performance of such act.






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	 	11.3. 	
      Upon the termination of this Agreement by Mircod pursuant
      to Section 11.2, the License granted to ORGS under Section 4.1 shall
      terminate. , it being undertoof however, that Mircod shall not be entitled
      to make use of the Project Results and/or Resulting Patents, without prior
      consent of ORGS.

	 	 	 
	 	11.4. 	
      Neither expiration of this Agreement, nor termination of
      this Agreement for any reason, shall relieve the Parties of any obligation
      accruing prior thereto and shall be without prejudice to the rights and
      remedies of either Party with respect to any antecedent breach of the
      provisions of this Agreement.

	 	 	 
	 	11.5. 	
      Without limiting the generality of the foregoing, no
      expiration or termination of this Agreement, whether by lapse of time or
      otherwise, shall serve to terminate the obligations of the Parties hereto
      under Sections 1, 3, 8, 10, 11.3 through 11.5, 13 and 14 shall survive any
      such expiration or termination.




	12. 	
      Notices

	 	 
		
      Any notice or other communication required to be given by
      one Party to the other under this Agreement shall be in writing and shall
      be deemed to have been served: (i) if personally delivered, when actually
      delivered; or (ii) if sent by facsimile or electronic mail, upon
      transmission thereof, if during normal business hours, and if not then at
      the start of business on the first business day thereafter (provided that
      any notice terminating this Agreement which is sent by electronic mail
      shall be followed by a notice sent in any other manner provided herein),
      or (iii) 10 (ten) days after being mailed by certified or registered mail,
      postage prepaid (for the purposes of proving such service - it being
      sufficient to prove that such notice was properly addressed and posted) to
      the respective addresses of the Parties set out below, or to such other
      address or addresses as any of the Parties may from time to time in
      writing designate to the other Party pursuant to this Section
  12:

		 
		To Mircod: 

    Michael Fainshtein

        Nikodimou Milona 28, Limassol 3095

    Attn: Michael Fainshtein

    Fax: 

    Email: michael@mircod.com

    To ORGS: 

    To the attention of Vered Caplan

    Orgenesis, Inc. 

    20271 Goldenrod Lane, Germantown,

    Maryland, 20876, 

    U.S.A

    Email: vered.c@orgenesis.com






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	 	With Copy to (which such copy shall not
      constitute notice): 
	 	  
	 	Mark Cohen, Esq. 
	 	Pearl Cohen Zedek Latzer Baratz LLP 
	 	1500 Broadway 
	 	New York, NY 10036 
	 	USA 
	 	Email: MCohen@PearlCohen.com
  



	13. 	
      Governing Law and Jurisdiction

	 	 	 
		
      This Agreement shall be governed in all respects by the
      laws of the State of New York, USA (without application of is conflict of
      law provisions directing that the laws of another jurisdiction shall
      apply), and the Parties hereby irrevocably submit to the exclusive
      jurisdiction of the of federal and state courts located in New York
      County, New York, USA, with respect to any dispute and/or claim arising
      form and/or related to this Agreement.

	 	 	 
	14. 	
      Miscellaneous

	 	 	 
		14.1. 	
      The preamble and Exhibits hereto form an integral part of
      this Agreement. In this Agreement “including” or “includes” means
      including without limiting the generality of any description preceding
      such terms. The headings in this Agreement are intended solely for
      convenience or reference and shall be given no effect in the
  interpretation of this Agreement.

	 	 	 
		14.2. 	
      This Agreement constitutes the entire agreement between
      the Parties in respect of the subject-matter hereof, and supersedes all
      prior agreements or understandings between the Parties relating to the
      subject-matter hereof. No Party has, in entering into this Agreement,
      relied on any warranty, representation or undertaking, except as may be
      expressly set out herein.

	 	 	 
		14.3. 	
      This Agreement may be amended only by a written document
      signed by both Parties.

	 	 	 
		14.4. 	
      This Agreement may be executed in any number of
      counterparts (including counterparts transmitted by email or fax), each of
      which shall be deemed to be an original, but all of which taken together
      shall be deemed to constitute one and the same instrument.

	 	 	 
		14.5. 	
      No waiver by any Party, whether express or implied, of
      its rights under any provision of this Agreement shall constitute a waiver
      of such Party's rights under such provisions at any other time or a waiver
      of such party's rights under any other provision of this Agreement. No
      failure by any Party to take any action against any breach of this
      Agreement or default by the other Party hereto shall constitute a waiver
      of the former Party's rights to enforce any provision of this Agreement or
      to take action against such breach or default or any subsequent breach or
      default by such other Party.

	 	 	 
		14.6. 	
      If any provision of this Agreement is held to be
      unenforceable under applicable law, then such provision shall be modified
      as set out below and






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      the balance of this Agreement shall be interpreted as if
      such provision were so modified and shall be enforceable in accordance
      with its terms. The Parties shall negotiate in good faith in order to
      agree on the terms of an alternative provision which complies with
      applicable law and achieves, to the greatest extent possible, the same
      effect as would have been achieved by the invalid or unenforceable
      provision.

	 	 
	14.7. 	
      Nothing contained in this Agreement shall be construed to
      place the parties in a relationship of partners or parties to a joint
      venture or to constitute either Party an agent, employee or a legal
      representative of the other Party and neither Party shall have power or
      authority to act on behalf of the other Party or to bind the other Party
      in any manner whatsoever.



WHEREOF the Parties have caused this Agreement to be
executed by their duly authorized representatives as of this    18th    day of    June   , 2018.18th June
 



	Attachments: 
	  
	Exhibit A – Product Specifications. 
	Exhibit B - Development Plan (including Project Budget)
  
	Exhibit C- Mircod Background Patents
  

 

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